ex4-2.htm


    Exhibit 4.2

     

    

      AMENDMENT
NO. 1 TO RIGHTS AGREEMENT

       

      


       

      AMENDMENT
NO. 1, dated as of December 21, 2009 (this “Amendment”), to the Rights
Agreement, dated as of January 19, 2006 (the “Rights Agreement”), between The
Stanley Works, a Connecticut corporation (the “Company”), and Computershare
Investor Services L.L.C., as Rights Agent (the “Rights Agent”).

       

      WHEREAS,
the Company and the Rights Agent entered into the Rights Agreement specifying
the terms of the Rights (as defined therein);

       

      WHEREAS,
the Company and the Rights Agent desire to amend the Rights Agreement in
accordance with Section 27 of the Rights Agreement;

       

      WHEREAS,
the Board of Directors of the Company has authorized and adopted this Amendment
at a meeting of directors duly called and held;

       

      NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth in
the Rights Agreement and this Amendment, the parties hereby agree as
follows:

       

      1.
Section 24(c) of the Rights Agreement is hereby amended by deleting the text
“Section 4(c)(1)” contained therein, and substituting, in lieu thereof, the text
“Section 3A(c)(1)”.

       

      2.
Section 3A(a) of Exhibit A to the Rights Agreement is hereby amended by deleting
the number “250,000” contained therein, and substituting, in lieu thereof, the
number “1,100,000”.

       

      3.
The term “Agreement” as used in the Rights Agreement shall be deemed to refer to
the Rights Agreement as amended hereby.

       

      4.
This Amendment shall be effective as of the date hereof and, except as set forth
herein, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

       

      5.
This Amendment may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

       

      *
* * * *

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year first above written.

       

      


       

      
        	
                Attest:

              	 
      	
                THE
      STANLEY WORKS

              
	 
      	 
      	 
      
	
                By:

              	
                /s/
      Kathryn P. Sherer

              	 
      	
                By:

              	
                /s/
      Bruce H. Beatt

              
	 
      	 
      	 
      
	
                Name:
      Kathryn P. Sherer

                Title:  Assistant
      Secretary

              	 
      	
                Name:  Bruce
      H. Beatt

                Title:
      Vice President, General Counsel and Secretary

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Attest:

              	 
      	
                COMPUTERSHARE
      INVESTOR SERVICES L.L.C.

              
	 
      	 
      	 
      
	
                By:

              	
                /s/
      Jeff Seideis

              	 
      	
                By:

              	
                /s/
      Dennis V. Moccia

              
	 
      	 
      	 
      
	
                Name:
      Jeff Seideis

                Title:  Relationship
      Manager

              	 
      	
                Name:  Dennis
      V. Moccia

                Title:
      Manager, Contract Administration